Free Nursing Home Maintenance Agreement

I. The Parties

This Maintenance Agreement (hereinafter referred to as the “Agreement”) is entered into this day of [Month Day, Year] (hereinafter referred to as the "Effective Date") by and between [Your Company Name], with its primary place of business at [Your Company Address] (hereinafter referred to as the "Facility"), and [Service Provider's Name], with its primary place of business at [Service Provider Address] (hereinafter referred to as the "Service Provider") collectively referred to as the ("Parties").

WHEREAS, the Facility is engaged in the operation of a nursing home and is in need of regular maintenance services to ensure the safety, comfort, and well-being of its residents and staff;

WHEREAS, the Service Provider is in the business of providing maintenance services and has the necessary expertise, personnel, and resources to provide such services to the Facility;

WHEREAS, the Facility desires to engage the Service Provider, and the Service Provider agrees to be engaged by the Facility, to provide maintenance services in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. Scope of Work

A. Maintenance Services

1. General Maintenance: The Service Provider will provide general maintenance services for the Facility, including but not limited to plumbing, electrical, carpentry, and HVAC services. The Service Provider will ensure that all systems and equipment are in good working order and meet all applicable safety standards.

2. Preventive Maintenance: The Service Provider will implement a preventive maintenance program for all major systems and equipment at the Facility. This program will include regular inspections, testing, and maintenance to prevent breakdowns and extend the life of the equipment.

3. Emergency Repairs: The Service Provider will provide emergency repair services as needed. In the event of an emergency, the Service Provider will respond within [2] hours of receiving a request for service.

4. Improvements and Upgrades: The Service Provider will advise the Facility on any recommended improvements or upgrades to the Facility’s systems or equipment. Any such improvements or upgrades will be subject to the Facility’s approval and will be performed at the Facility’s expense.

5. Regulatory Compliance: The Service Provider will ensure that all maintenance services are performed in compliance with all applicable laws, regulations, and codes.

B. Reporting and Documentation

1. Maintenance Records: The Service Provider will maintain complete and accurate records of all maintenance services performed at the Facility. These records will include the date of service, the nature of the service, and any parts or materials used.

2. Inspection Reports: The Service Provider will provide the Facility with regular inspection reports detailing the condition of the Facility’s systems and equipment. These reports will include any recommendations for preventive maintenance or repairs.

3. Invoices: The Service Provider will provide the Facility with detailed invoices for all services performed under this Agreement. Invoices will include a description of the services performed, the time spent, and any parts or materials used.

4. Annual Report: The Service Provider will provide the Facility with an annual report summarizing the maintenance services performed during the year, the current condition of the Facility’s systems and equipment, and any recommended improvements or upgrades.

C. Communication and Coordination

1. Point of Contact: The Service Provider will designate a point of contact who will be responsible for coordinating all maintenance services with the Facility.

2. Service Requests: The Facility will submit all service requests to the Service Provider’s point of contact. The Service Provider will respond to all service requests within [24] hours.

3. Scheduling of Services: The Service Provider will coordinate with the Facility to schedule all maintenance services at times that minimize disruption to the Facility’s operations.

4. Coordination with Other Contractors: The Service Provider will coordinate with any other contractors working at the Facility to ensure that all work is performed in a safe and efficient manner.

5. Notification of Issues: The Service Provider will promptly notify the Facility of any issues or concerns that arise in the course of performing maintenance services.

III. Responsibilities

A. Facility

1. Access to Premises: The Facility will provide the Service Provider with access to the premises and any areas necessary to perform the maintenance services. This includes providing any necessary keys or security codes.

2. Notification of Issues: The Facility will promptly notify the Service Provider of any maintenance issues that need to be addressed. This includes providing a detailed description of the issue and any relevant information.

3. Cooperation and Assistance: The Facility will cooperate with the Service Provider and provide any assistance necessary to facilitate the performance of the maintenance services. This includes coordinating with the Facility’s staff and residents to minimize disruption.

4. Payment for Services: The Facility will promptly pay for the maintenance services in accordance with the terms of this Agreement. The Facility understands that failure to make timely payments may result in a suspension of services.

5. Compliance with Laws: The Facility will comply with all applicable laws and regulations related to the operation of a nursing home. This includes maintaining all necessary licenses and permits.

6. Dispute Resolution: In the event of a dispute, the Facility agrees to participate in good faith negotiations and, if necessary, mediation or arbitration to resolve the dispute.

B. Service Provider

1. Performance of Services: The Service Provider will perform the maintenance services in a professional and workmanlike manner. They will use their best efforts to ensure that all maintenance services are performed to the highest industry standards.

2. Timeliness: The Service Provider will respond promptly to all service requests and will complete all maintenance services in a timely manner.

3. Communication: The Service Provider will maintain regular communication with the Facility to keep the Facility informed of the progress of the maintenance services. They will promptly notify the Facility of any issues or delays.

4. Equipment and Materials: The Service Provider will provide all equipment and materials necessary to perform the maintenance services. All equipment and materials will be of good quality and suitable for their intended purpose.

5. Compliance with Laws: The Service Provider will comply with all applicable laws and regulations in the performance of the maintenance services. This includes maintaining all necessary licenses and permits.

6. Insurance: The Service Provider will maintain adequate insurance coverage for their operations. This includes liability insurance to cover any damages or injuries that may occur in the course of performing the maintenance services.

IV. Independent Contractor Status

A. Status of the Service Provider

1. Independent Contractor: The Service Provider is an independent contractor and is not an employee, agent, partner, or joint venturer of or with the Facility. The Service Provider does not have any authority to make any statements, representations, or commitments of any kind, or to take any action, that shall be binding on the Facility, except as expressly provided for in this Agreement or authorized in writing by the Facility.

2. Control over Services: The Service Provider has control over the manner and means by which the maintenance services are performed. The Service Provider is responsible for the professional performance of the services and can set their work hours and location, subject to the needs of the Facility.

3. Licenses and Permits: The Service Provider is responsible for obtaining and maintaining all necessary licenses, permits, and certifications required to perform the maintenance services.

B. Taxes and Benefits

1. Taxes: The Service Provider is solely responsible for all income taxes, social security taxes, unemployment insurance taxes, and any other taxes imposed by any jurisdiction as a result of the payments received from the Facility for the maintenance services.

2. Benefits: The Service Provider is not eligible for, and shall not participate in, any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the Facility.

3. Workers’ Compensation: The Service Provider is not covered by the Facility’s workers’ compensation insurance policy. The Service Provider is solely responsible for its own workers’ compensation insurance.

C. Indemnification

1. Indemnification by Service Provider: The Service Provider shall indemnify and hold harmless the Facility from any and all claims, damages, liabilities, costs, and expenses arising out of the services performed by the Service Provider, including but not limited to claims for personal injury, wrongful death, property damage, and labor and employment law violations.

2. Cooperation in Defense: The Service Provider agrees to cooperate fully with the Facility in the defense of any such claims.

3. Survival: The obligations of the Service Provider under this section shall survive the termination of this Agreement.

V. Payment Terms

A. Fees for Services

1. Service Fee: The Service Provider will charge a fee for the maintenance services provided under this Agreement. The Service Provider charges a rate of [$100] per hour of service.

2. Additional Costs: In addition to the service fee, the Facility will reimburse the Service Provider for any necessary costs incurred in the performance of the maintenance services, such as the cost of parts or materials. The Service Provider will provide receipts for all such costs.

3. Invoicing: The Service Provider will provide the Facility with a detailed invoice for the maintenance services performed. The invoice will include a description of the services performed, the number of hours worked, the hourly rate, any additional costs, and the total amount due.

B. Payment Schedule

1. Due Date: The Facility will pay all invoices within [30] days of receipt. If the Facility fails to make a payment by the due date, a late fee may apply.

2. Late Fee: If the Facility fails to make a payment by the due date, the Facility agrees to pay a late fee of [5]% of the outstanding amount.

3. Disputed Charges: If the Facility disputes any charges on an invoice, the Facility will notify the Service Provider within [15] days of receiving the invoice. The Parties will work in good faith to resolve the dispute.

C. Taxes

1. Sales Tax: The Service Provider will add any applicable sales tax to the invoices. The Facility is responsible for paying any such sales tax.

2. Income Tax: The Service Provider is responsible for paying income tax on the fees received under this Agreement. The Facility will not withhold any taxes from the payments to the Service Provider.

VI. Terms and Termination

A. Term of Agreement

1. Effective Date: This Agreement will become effective on [Month Day, Year] and will continue in force until terminated by either Party.

2. Renewal: Unless terminated earlier, this Agreement will automatically renew for successive one-year terms. Either Party may opt out of the renewal by providing written notice at least [60] days before the end of the then-current term.

3. Changes to Terms: Any changes to the terms of this Agreement, including any changes to the scope of the maintenance services or the fees, must be agreed upon in writing by both Parties.

B. Termination for Convenience

1. Termination by Facility: The Facility may terminate this Agreement at any time without cause by providing [30] days’ written notice to the Service Provider.

2. Termination by Service Provider: The Service Provider may terminate this Agreement at any time without cause by providing [30] days’ written notice to the Facility.

3. Payment upon Termination: Upon termination for convenience by either Party, the Facility will pay the Service Provider for all services performed up to the date of termination.

C. Termination for Cause

1. Material Breach: Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within [15] days of receiving written notice thereof.

2. Insolvency: Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy or dissolution, or becomes subject to any proceeding under bankruptcy or insolvency law.

D. Effect of Termination

1. Obligations upon Termination: Upon termination of this Agreement, the Service Provider will stop all work, will leave the Facility in a clean and safe condition, and will return any keys or access devices provided by the Facility.

2. Final Invoice: The Service Provider will submit a final invoice for all services performed up to the date of termination. The Facility will pay this invoice within [30] days of receipt.

3. Survival of Terms: All terms of this Agreement that by their nature should survive termination will survive, including but not limited to confidentiality, indemnification, and limitation of liability.

VII. Governing Law

A. Choice of Law

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [State Name], without regard to its conflict of laws principles. This means that any dispute arising from or relating to this Agreement will be resolved under the laws of [State Name].

2. Federal Law: In addition to the laws of [State Name], certain federal laws may also apply to this Agreement. The Service Provider agrees to comply with all applicable federal laws and regulations in the performance of the maintenance services.

B. Jurisdiction and Venue

1. Jurisdiction: The Parties agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in the state of [State Name]. The Parties hereby irrevocably consent to the personal jurisdiction and venue therein.

2. Service of Process: Each Party consents to service of process in any such action or proceeding by registered mail or courier service, return receipt requested, to its addresses specified in this Agreement.

C. Dispute Resolution

1. Negotiation: In the event of a dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiation.

2. Mediation and Arbitration: If the dispute cannot be resolved through negotiation, the Parties agree to attempt to resolve the dispute through mediation. If mediation is unsuccessful, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.

3. Enforcement of Judgment: Any judgment awarded by the arbitrator may be entered and enforced in any court of competent jurisdiction.

VIII. Entire Agreement

A. Full Understanding

1. Complete Agreement: This Agreement constitutes the entire agreement between the Facility and the Service Provider with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the Facility and the Service Provider with respect to the subject matter of this Agreement.

2. No Reliance: Neither the Facility nor the Service Provider has relied upon any statement, representation, warranty, or agreement of the other party except for those set forth in this Agreement.

3. Conflict of Terms: In the event of any conflict between the terms of this Agreement and any exhibit, schedule, or other attachment, the terms of this Agreement will prevail.

B. Modifications

1. Written Amendment: No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by both the Facility and the Service Provider.

2. No Oral Modification: No provision of this Agreement can be amended or modified by oral agreement.

3. No Waiver: No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

IX. Signatures

This Agreement is effective as of the Effective Date, and is executed by the duly authorized representatives of the Facility and the Service Provider, intending to be legally bound.

Facility

[Authorized Representative Name]

[Your Company Name]

Date: [Month Day, Year]

Service Provider

[Authorized Representative Name]

[Service Provider's Name]

Date: [Month Day, Year]

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